BY-LAWS

Section 2: WYHA is organized and operated toprovide the children of Wilmington, Massachusetts and surrounding towns and neighborhoods, as appropriate, instruction in the sports of hockey and ice skating; to participate in competitive ice hockey league play; to teach athletic skills, sportsmanship and good citizenship; to be the affiliate ice hockey organization of USA Hockey, Inc. and Massachusetts Hockey, Inc. in Wilmington, Massachusetts and to do and perform any and all activities necessary to carry out this purpose consistent with the General Laws of Massachusetts and the Internal Revenue Code.

Section 3: WYHA is an affiliate member of USA Hockey, Inc. and Massachusetts Hockey, Inc. and shall at all times follow their rules and regulations.

Article 2:PURPOSE AND OBJECTIVES

Section 1:The purpose of WYHA shall be:

A.to foster interest in athletics and principally in recreational and competitive ice hockey and skating;

B.to provide a means of promoting the development of ice hockey in the Town of Wilmington; and

C.to provide a safe and fun environment that helps participants develop hockey skills, teamwork, and a knowledge and love of the game.

Section 2:The objectives of WYHA shall be:

A.to emphasize good sportsmanship and the spirit of fair play;

B.to teach respect for the authority of all team, game and league officials, as well as for coaches, teammates and opponents; and

Section 1: All parents/legal guardians of players, coaches and volunteers in WYHA are considered voting members of the organization for the purpose(s) of electing officers and board members. Each voting member in good standing shall be entitled to one vote at the annual meeting.

Section 2: Two-thirds vote of the Executive Board or of an appointed Disciplinary Committee is necessary to terminate or suspend any member for cause after notice and hearing.Cause may include violation of WYHA By-Laws, Massachusetts Hockey or USA Hockey By-Laws, Rules and Regulations and playing rules, Zero Tolerance policies, or violation of any agreement, rule or practice properly adopted by the organization or for any other conduct prejudicial to the interest of the organization.

Section 3:Members may attend all business meetings of the Association.

Section 4:Members may recommend policy matters, rules and regulations that would enhance the achievement of the purpose and objectives of this organization.

Article 4: BOARD OF DIRECTORS

Section 1: Membership

A.The Association shall be governed by a President, Vice-President, Treasurer, Secretary/Clerk and a Board of Directors consisting of twelve (12) members.

B.The voting members of the Board of Directors shall be made up of no less then twenty percent (20%) of individuals who have children actively skating in the program.

C.An Executive Board shall consist of the President, Vice-President, Treasurer and Secretary/Clerk of the Association.

D.At the Annual Business Meeting, the general membership shall elect new Officers and Directors to fill vacancies.

Section 2: Executive Board

A.The Executive Board, during the interval between meetings of the Board of Directors, may exercise all the powers of the Board of Directors and shall manage the activities and affairs of WYHA as determined by the Executive Board to be in the best interests of WYHA, subject to such limitations as may be imposed by resolution of the Board of Directors. Any action taken by the Executive Board may be subject to the review and approval of the Board of Directors and the minutes of meetings of the Executive Board shall be presented to the Board of Directors at the next scheduled meeting of the Board of Directors. The Executive Board shall not have the authority of the Board of Directors to:

1.amend, alter or repeal the WYHA Bylaws;

2.appoint or remove any Director or officer;

3.amend the articles of incorporation;

4. adopt a plan of merger or adopt a plan of consolidation withanother legal entity;

5. authorize the sale, lease, exchange or mortgage of all, or substantially all of the assets of the WYHA ;

6. authorize the voluntary dissolution of WYHA or to revoke proceedings therefore;

7.adopt a plan for the distribution of the assets of WYHA ;

8. or amend, alter or repeal any resolution of the Board of Directors, which by its terms provides that it shall not be amended, altered or repealed by said Executive Committee.

Section 3:Powers and Duties

A.The Board of Directors is responsible for proposing, establishing, and implementing suggestions that would benefit the management of WYHA, and for proposing local rules for the governing of instructional and inter-town programs.

B.The Board has the authority to remove from office any member of the Board of Directors, any coach, assistant coach, team manager, player or other member by a two-thirds (2/3) vote, for violation of these By-Laws, league rules, USA Hockey or Massachusetts Hockey By-Laws and/or rules and regulations after notice and hearing.

C.The Board shall appoint any necessary committees and roles that may be required to fulfill the functions of the WYHA.

D.The Board shall approve the leagues in which teams participate, as well as all tournaments, overnight trips and special teams.

E.The Board shall set the cost per player at all levels, including registrations, practice ice and league games.

F.The Board will issue an organizational chart to include:

1.Board Membership

2.Board Membership assignments

3.Organizational Structure

4.Special Assignments

G.The Board of Directors shall provide a financial report from the Treasurer that shows all income and expenses of the Association for the previous season, including the current balances in all checking and investment accounts at the annual meeting.

Section 4: Vacancy

If a vacancy occurs on the Board for any reason, the remaining Board of Directors may fill the vacancy(ies) from an alternate(s) or general membership (Refer to Article 6, Section 2). The appointment will be for the remainder of the current season only and the position will be subject to election at the next Annual Meeting.

Section 5: Attendance

A.Members of the Board of Directors are expected to attend all business meetings of WYHA and carry out faithfully any obligations that they undertake in connection with any particular Association activity.

B.Any board member who misses three (3) consecutive regular meetings without notifying the Secretary/Clerk or the President or misses a total of six (6) meetings with or without reason shall be terminated from the Board of Directors unless he/she was attending to some other WYH business.

Section 6: Quorum of the Board

A majority of the members of the Board of Directors shall be necessary to constitute a quorum of the Board in order to conduct the business of the Board.

Article 5: EXECUTIVE OFFICERS DUTIES

Section 1: Duties

A.President: He/She shall be responsible for preserving the purpose and objectives of WYHA.The President shall supervise the Association’s affairs and activities, shall be Chairman of the Board of Directors and shall make an annual report on his/her activities to the membership at the annual meeting. The President, or such other officers as he/she may designate in writing, shall have the power to make and execute for and in the name of the Association contracts that have received the prior approval of the Board.

B.Vice President: In case of absence or disability of the President, provided he/she is authorized by the Board to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of the office.

C.Secretary/Clerk: The Secretary/Clerk shall be responsible for recording the activities of the Association and maintaining appropriate files, mailing lists and necessary records. He/She shall perform such duties as are herein specifically set forth, and all such other duties as are customarily incidental to the office of Secretary/Clerk or as may be assigned to him/her by the Board of Directors. He/She shall maintain a list of all Directors, Committee Members and Registrants. He/She shall give notice of all meetings of the Association, Board of Directors and Committees.

He/She shall keep the minutes of the meetings of the Board and Executive Board and cause them to be recorded in a book kept for that purpose. He/She shall conduct all correspondence not otherwise specifically delegated in connection with said meetings and shall be responsible for carrying out all orders, votes and resolutions not otherwise committed. He/She shall notify Directors, Officers and Committee members of their election or appointment. He/She shall take attendance and record voting at all meetings. The Secretary/Clerk shall be responsible for completing necessary documents in accordance with state and non-profit reporting requirements.

D.Treasurer: The Treasurer shall perform such duties as are customarily incidental to the office of Treasurer or as may be assigned to him/her by the Board. He/She shall receive any and all monies and deposit same as depository approved by the Board. The term of Treasurer will be extended to the 30 days after Annual Meeting in order to facilitate the smooth transition of the financial management of the Association and to assure the completion of the necessary tax forms required by WYHA and shall report in detail as directed by the Board on the financial conditions of the Association.

Article 6: ELECTION OF OFFICERS AND BOARD MEMBERS

Section 1: A nomination committee of three (3) members appointed by the President shall submit its recommendations to the membership at the annual meeting. Further nominations may be accepted from the floor. (Refer to Article 4, Section 1)

Section 2: All board members shall be elected by a simple majority vote of the membership to a three (3) year term and shall take office at the conclusion of the annual meeting.Any vacancy or vacancies occurring between annual meetings may be filled by the Board of Directors first by an alternate(s) and then through the general membership. An alternate is a member nominated at the previous annual meeting, but who was not elected by the general membership. At the next annual meeting, the vacatedand so filled position is open to election for a one (1) or two (2) year term as appropriate.

Section 3: The Executive Officers will be elected for staggered two (2) year terms. The President and Secretary will be elected during the annual election and will serve concurrent terms. The following year, at the annual election, the Vice President and Treasurer will be elected to a two (2) year concurrent term.

Section 4:Board members are eligible for reappointment to three (3) consecutive three (3) year terms. Upon completion of three (3) terms, a member is eligible for re-election after one (1) year.

Section 5:Officers are eligible for re-election to four (4) consecutive two (2) year terms.

Article 7: MEETINGS

Section 1:Business meetings of the Association shall be held a minimum of once a month, with no meetings held in July, and business shall be conducted in accordance with generally accepted parliamentary procedures.

Section 2:Special meetings may be called by the President at any time or upon written request from at least three (3) members of the Board of Directors. If the President calls a special meeting to consider a specific subject, no business other than that specified in the notice of the meeting shall be transacted.

Section 3:The annual meeting shall be held in April or May in the discretion of the Board of Directors.

Section 4:Business of the Association may be held in person or by conference call.

Electronic voting may be conducted by the Board of Directors and/or the

Section 1:The Board of Directors shall decide all matters pertaining to the financing of the Association and it shall be the permanent policy to place all income in a common Association treasury, directing the expenditure of same in such manner as will give no individual or team an advantage over the others as to equipment, ice facilities or financial assessments.

Section 2: Cash Accounts

The Treasurer shall manage all bank accounts. In the event of the Treasurer’s absence, the President shall manage all bank accounts.

Section 3: Ownership of Assets

A.This being a non-profit organization, the ownership of assets rests with the current membership.

B.Dissolution of the Association shall require that a motion to dissolve be brought before the Board for a vote. A two-thirds (2/3) vote of the Board shall be required before the motion to dissolve is presented to the membership for a vote.

C.To effect dissolution of the association, these by-laws must be rescinded by a two-thirds (2/3) vote of the association membership in attendance. All members must be given at least fourteen (14) days notice of either the meeting called for the purpose of voting on the dissolution, or any other means used to solicit a vote from the membership on the dissolution. The meeting notice should detail the purpose, time and place of the meeting.

D.In the event of dissolution, all net assets of the association shall be donated to one or more non-profit organizations to be recommended by the Board currently in office and voted by two-thirds (2/3) of the attending members at the time of dissolution.

Section 4: Contributions

The Board shall not permit the contributions of funds, goods and services from either private or public sources or property to an individual team or group, but shall solicit for the common treasury of the Association, thereby discouraging favoritism and endeavoring to equalize the benefits of the Association.

Section 5:For the purpose of conducting the association’s activities, the fiscal year shall be from April 1 to March 31 of each year.

Article 10:SPECIAL ASSIGNMENTS AND RESPONSIBILITIES

Section 1:The President will delegate special assignments and responsibilities to individual Board members. Theses assignments will include, but not be limited to, Level Directors and ACE Coordinator(s).

Section 2:Level Directors: Each Level Director will coordinate the tryouts or clinic for their respective level and shall insure an equal opportunity for each youth within the program. He/She will be responsible for the direct supervision over tryouts and filling of rosters of any team or program within their level or program. He/She shall work with the representative regarding late registrations and team placements. His/Her responsibilities will include working the ACE Coordinator to implement program initiatives and disseminate information through their respective level.

Section 3:ACE Coordinator: In conjunction with USA Hockey and Mass Hockey requirements, the Board of Directors of WYHA will appoint an individual to lead a three-member group that will deploy the duties and tasks of the official ACE Coordinator position. These individuals will be appointed by the Board of Directors and serve a two (2) year term and are eligible for reappointment. Responsibilities of the ACE Coordinator include the administration of all coaching and educational programs within WYHA. Duties will include assisting in the recruitment, selection and evaluation of WYHA coaches; organizing periodic coaching meetings to disseminate information across the WYHA program; planning, developing and organizing clinics to meet the needs of the WYHA program; evaluating and supervising practice schedules, offering advice and constructive criticism through all levels of WYHA; and developing a practice curriculum for use as a guideline for the various levels of play within the WYHA program.

The individual appointed shall work towards the Advanced level of USA Hockey’s coaching program, have a strong hockey background and possess a commitment to the skill development of all WYHA youth players. This position will report to the WYHA Board of Directors.

Article 11: ELIGIBILITY

Section 1: All teams participating in the WYHA program must be registered with USA Hockey and Massachusetts Hockey. Official registered copies of team roster(s) are to be maintained on file by WYHA.

Section 2: The Board of Directors may rule any player ineligible to play who has not met their financial obligation to WYHA.

Article 12: TEAMS AND COACHES

Section 1: Team Organization

A.Head Coach: The Head Coach is responsible for the team’s activities, staying within the framework of the By-Laws of the Association as determined by the Executive Committee. The coach may not enter additional leagues, tournaments or incur additional expenses without the approval of the Executive Board.

B.Assistant Coach:The Assistant Coach shall work under the direction of the Head Coach and fill in as the head of the team when the Head Coach cannot be present.

C.Team Manager:The team manager will be responsible for the administration of the team including keeping of ice and game records, team registrations, schedules, and assisting in publicity functions for the team. The manager may be a player’s parent/guardian.

D.Each team shall consist of at least thirteen (13) players and one (1) goal tender provided there are a sufficient number of players available. The selection committee’s appraisal of the ability of players to compete at each level, as well as costs and numbers of registrants, will be used by the Board of Directors to determine roster size and number of teams per level. Exceptions to the number of players are to be approved by the Board of Directors. All teams shall follow WYHA regulations.

It will always be the main purpose of WYHA to skate as many boys/girls as possible. A person who is capable of skating on a team will only be turned away when sufficient ice time or proper adult supervision cannot be attained.

Section 2: Team Rosters:Refer to Rules and Regulations of WYHA.

Section 3:Appointment of Coaches:Each year, the Board of Directors shall solicit applications for coaching positions for the following year and appoint coaches before the start of the following season.The coaches shall submit the names of their assistant coaches and/or team managers before the start of the season for the Board of Directors approval. Each team may have a maximum of four (4) rostered coaches and/or team managers

Article 13: AMENDMENTS

These By-Laws may be amended by two thirds majority vote of the Board of Directors at any time upon submission of the proposed amendment in writing to the full Board of Directors at anv regularly scheduled or specially called meeting thereof with the vote to adopt or refuse such amendment being taken at the next subsequent scheduled meeting of the Board of Directors.

Article 14: WILMINGTON YOUTH HOCKEY BOOSTER CLUB

Section 1:The Wilmington Youth Hockey Booster Club is an unincorporated association and is hereby recognized as an adjunct of Wilmington Youth Hockey Association.Its activities shall be subject to review and approval of the Association’s Board of Directors.Any and all monies raised and any assets held by the Wilmington Youth Hockey Booster Club are the property of the Association and will be used solely of the betterment of Wilmington Youth Hockey Association and is intended first and foremost to recognize and support the accomplishments of teams and players, while fostering their enjoyment of youth hockey.

Section 2:The Booster Club may maintain a separate bank account and may adopt operational procedures consistent with fundraising procedures of the WYHA and be subject to the review and approval of the Board of Directors of the Association and which shall clearly state its relationship to the Association.The President of the Association or designate shall sit on the Board of Directors of the Booster Club.

Section 3:The Booster Club shall give an Annual Report of its activities and fiscal status at the Wilmington Youth Hockey Annual Meeting or at the request of the WYHA Executive Board.

Section 4: For purposes of tax and other corporate filings, all Booster Club activity shall be included in the filings of the Association.

Article 15: SEXUAL AND PHYSICAL ABUSE POLICY

It is the policy of the Wilmington Youth Hockey Association that there shall be no sexual and/or physical abuse of any minor participant involved in or associated with any and all activities organized and sponsored by Wilmington Youth Hockey by its officers, directors, employees, members or independent contractors.

Sexual abuse of a minor participant shall be deemed to occur when an officer, director, employee, member or independent contractor touches a minor participant for purpose of causing the sexual arousal or gratification of either the minor participant or the officer, director, employee, member or independent contractor. Sexual abuse of a minor participant also occurs when a minor player touches an officer, director, employee, member or independent contractor, for the sexual gratification of either the minor participant or the officer, director, employee, member or independent contractor, if the touching occurs at the direction, request or with the consent of the officer, director, employee, member or independent contractor.

Physical abuse shall be deemed to occur when an officer, director, employee, member or independent contractor has physical contact with a minor participant that intentionally causes or intentionally creates a threat of immediate bodily harm or personal injury. Physical abuse shall not include physical contact that is reasonably designated to coach, teach or demonstrate a hockey skill or technique. Conduct may included, but is not necessarily limited to, shooting pucks at a goaltender, demonstrating checking and other hockey skills and communicating with or directing participants during the course of a game or practice, by touching him/her in a non-threatening, non-sexual manner.

It shall not be a defense to a complaint of sexual or physical abuse that the participant consented, that his/her age was unknown or mistaken or that the act did not take place at a hockey function.

It shall be the policy of Wilmington Youth Hockey to refer all complaints of such sexual and/or abuse to the appropriate governmental authorities. Wilmington Youth Hockey may, in its discretion, initiate administrative action against the individual complained of, pursuant to the application sections of its Constitution and By-Laws and may permanently ban or suspend said individual from Wilmington Youth Hockey if the allegation is proven to be true.

Article 16: ZERO TOLERANCE

Section 1:WYHA will adhere to the Zero Tolerance Policy established by Mass Hockey for players, parents, spectators, coaches, and administrators.

Section 2:WYHA requires all parents and players to sign the Parent and Player Codes of Conduct at the time of registration and to abide by the rules of the Code of Conduct Agreements. A parent or guardian may sign the Player Code of Conduct for a young child, but must initial the form declaring that they assume responsibility for ensuring that the Code of Conduct is reviewed with their child.

Section 3:Failure to abide by the Zero Tolerance policy and Codes of Conduct may result in the removal of a member from the WYHA program.

Article 17: RULES AND REGULATIONS

The Board of Directors will adhere to the Wilmington Youth Hockey operational procedures.

Article 18:INDEMNIFICATION

The organization hereby consents and declares that each officer, member of the Board of Directors, Chairman and members of committees and all elected or appointed officials in any capacity shall be deemed to have assumed office on the express understanding, agreement and condition that each one of them and his heirs, successors and assigns and executors and administrators respectively shall from time to time and at all times be indemnified and saved harmless from and against all liabilities, judgment, costs, charges and expenses whatsoever which such member may sustain or incur in any action, suit or proceedings brought or commenced against him for and in respect of any act, deed, matter or thing made, done or permitted to be done by him in the execution of the duties of his office and also from and against all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except that which is occasioned by his willful and intentional neglect or default.

Article 19: GRIEVANCES

Any member aggrieved by the actions or conduct of any officer, director, coach, fellow member or player may request in writing a hearing before the Board of Directors which shall take action it deems appropriate consistent with these By-Law’s and which shall report its findings and said action to the membership.

Article 20: COMPLETENESS

These By-Laws adopted by vote of the Board of Directors on the date written below is the sole document governing the operation and management of the organization and any and all earlier documents, policies etc. are hereby superseded with the adoption of these By-Laws.

ADOPTED AS THE BY-LAWS OF WILMINGTON YOUTH HOCKEY ASSOCIATION INC. ON THE 27th DAY OF JULY, 2005, AMENDED ON THE 10TH DAY OF JUNE, 2009.

CERTIFIED TO BE A TRUE ATTESTED COPY OF THE BY-LAWS OF WILMINGTON YOUTH HOCKEY ASSOCIATION, INC..